<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HEALTHEON/WEBMD CORPORATION
---------------------------
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
------------------------------
(Title of Class of Securities)
422209106
---------
(CUSIP Number)
Gerald F. Roach, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
150 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 821-1220
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
JUNE 18, 2000
-------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 7
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CUSIP No. 422209106 Page 2 of 7
1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Quintiles Transnational Corp.
I.R.S. Employer Identification No.: 56-1714315
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS (See Instructions)
OO
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
7) SOLE VOTING POWER
NUMBER OF 35,000,000
SHARES
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 35,000,000
WITH:
10) SHARED DISPOSITIVE POWER
-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
16.1%(1)
14) TYPE OF REPORTING PERSON (See Instructions)
CO
--------
1 Calculated based on (i) 182,104,643 shares of Common Stock, par value $0.0001
per share ("Common Stock"), of Healtheon/WebMD Corporation (the "Issuer")
outstanding on April 28, 2000, as reported on the Issuer's Form 10-Q for the
period ended March 31, 2000, and (ii) 35,000,000 shares of Common Stock issued
pursuant to the Merger Agreement (as hereinafter defined).
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CUSIP No. 422209106 Page 3 of 7
This Amendment No. 1 amends and supplements the Schedule 13D filed by
Quintiles Transnational Corp. with the Securities and Exchange Commission on
June 6, 2000 with respect to the Common Stock of Healtheon/WebMD Corporation
(the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 shall be deleted in its entirety and replaced with the
following:
The name of the entity filing this report is Quintiles Transnational
Corp., a North Carolina corporation ("Quintiles"), whose principal offices are
located at 4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, North
Carolina 27703. Quintiles provides integrated product development, commercial
development and other services to the pharmaceutical, biotechnology, medical
device and healthcare industries.
During the last five years, neither Quintiles nor any of its executive
officers or directors, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor have Quintiles or any of its
executive officers or directors been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result of such
proceeding, subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Please see Schedule I for information pertaining to Quintiles'
executive officers and directors.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 shall be deleted in its entirety and replaced with the
following:
The boards of directors of the Issuer and Medical Manager Corporation
("Medical Manager") have approved a merger agreement pursuant to which Medical
Manager will merge with and into the Issuer. In addition, the boards of
directors of the Issuer and CareInsite, Inc. ("CareInsite") have approved a
merger agreement pursuant to which CareInsite will merge with and into Avicienna
Systems Corporation ("Avicenna"), a wholly-owned subsidiary of Medical Manager,
so that Avicenna will become a wholly-owned subsidiary of the Issuer. In
connection with these transactions, Quintiles entered into a voting agreement
for the benefit of Medical Manager and CareInsite (the "Voting Agreement"),
appointing Medical Manager and CareInsite, or either of them, as proxy for
purposes of the matters covered by the Voting Agreement.
The Voting Agreement requires Quintiles to vote all of the shares of
the Issuer's common stock beneficially owned by Quintiles in favor of the
proposals related to the Medical Manager merger and the CareInsite merger.
Quintiles agreed not to, directly or indirectly, sell or otherwise transfer the
Issuer's common stock and options or warrants to purchase the Issuer's common
stock owned, controlled or acquired by the stockholder prior to the termination
of the Voting Agreement without the written consent of Medical Manager and
CareInsite, except that Quintiles may transfer shares to any of its affiliates
who agree to be bound by the Voting Agreement. The Voting Agreement will
terminate upon the earlier to occur of the completion of the Medical Manager
merger, or the termination of the Medical Manager merger agreement in accordance
with its terms. The Voting Agreement will also terminate in the event that the
Medical Manager merger agreement or the CareInsite merger agreement is further
amended.
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CUSIP No. 422209106 Page 4 of 7
The Voting Agreement is filed as an exhibit to this Schedule 13D/A and
is incorporated herein by reference. The foregoing summary of the Voting
Agreement is not intended to be complete and is qualified in its entirety by
reference to such exhibit.
Other shareholders of the Issuer entered into similar voting agreements
with Medical Manager and CareInsite in connection with their ownership of the
Issuer's stock, but Quintiles is not a party to such agreements and disclaims
membership in any voting group with Medical Manager, CareInsite or other
shareholders of the Issuer.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantors of profit, division of profit or loss or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 shall be deleted in its entirety and replaced with the
following.
Exhibit A Agreement and Plan of Merger, dated as of January 22, 2000,
among Healtheon/WebMD Corporation, Pine Merger Corp., Envoy
Corporation, Quintiles Transnational Corp. and QFinance, Inc.
(incorporated by reference from Exhibit 2.01 of Quintiles'
Current Report on Form 8-K, dated January 25, 2000, filed with
the Securities and Exchange Commission).
Exhibit B Voting Agreement, dated June 18, 2000, among Quintiles
Transnational Corp. to and for the benefit of Medical Manager
Corporation and CareInsite, Inc.
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CUSIP No. 422209106 Page 5 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 30, 2000
QUINTILES TRANSNATIONAL CORP.
By: /s/ James L. Bierman
-----------------------------
Name: James L. Bierman
Title: Chief Financial Officer
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CUSIP No. 422209106 Page 6 of 7
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF QUINTILES TRANSNATIONAL CORP.
The name and principal occupation of each executive officer and
director of Quintiles Transnational Corp. ("Quintiles") are set forth below.
Unless otherwise indicated, each occupation set forth opposite an executive
officer's name refers to employment with Quintiles. The business address of each
person is c/o Quintiles 4709 Creekstone Drive, Riverbirch Building, Suite 200,
Durham, North Carolina 27703. With the exception of Dennis B. Gillings, who has
joint citizenship between the United Kingdom and the United States of America
and E.G.F. Brown, who is a citizen of the United Kingdom, each of the persons
listed in Schedule I is a citizen of the United States of America.
Name Present Position with Quintiles and Present
---- --------------------------------------------
Principal Occupation
--------------------
Dennis B. Gillings, Ph.D Chairman of the Board of Directors and Chief
Executive Officer
James L. Bierman Chief Financial Officer
Robert C. Bishop, Ph.D Director
Chairman of the Board of AutoImmune, Inc., a
biotechnology company
E.G.F. Brown Director
Chairman - Mainland Europe of Tibbett & Britten
Group plc
Vaughn D. Bryson Director
President of Life Science Advisors, LLC, a
biopharmaceutical and medical device consulting
firm
Santo J. Costa Vice Chairman and Director
Chester W. Douglass, Ph.D. Director
Professor and Chairman of the Department of Oral
Health Policy and Epidemiology, School of Dental
Medicine, Harvard University
Jim D. Kever Director
Co-Chief Executive Officer of Envoy
Corporation, a company engaged in electronic data
interchange of healthcare information
Arthur M. Pappas Director
Chairman and Chief Executive Officer of A.M. Pappas
& Associates, LLC, an international management and
consulting services company
John S. Russell Senior Vice President and General Counsel
Eric J. Topol, M.D Director
Chairman of the Department of Cardiology and
Co-director of the Heart Center at The Cleveland
Clinic Foundation, and Director of Joseph J. Jacobs
Center for Thrombosis & Vascular Biology
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CUSIP No. 422209106 Page 7 of 7
Name Present Principal Occupation
---- ----------------------------
Virginia V. Weldon, M.D. Director
<PAGE> 8
VOTING AGREEMENT
By
QUINTILES TRANSNATIONAL CORP.,
to and for the benefit of
MEDICAL MANAGER CORPORATION
and
CAREINSITE, INC.
Dated as of June 18, 2000
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 18, 2000 (this
"Agreement"), by Quintiles Transnational Corp. (the "Stockholder") to and for
the benefit of Medical Manager Corporation, a Delaware corporation (the
"Company"), and CareInsite, Inc., a Delaware corporation ("CareInsite").
WHEREAS, as of the date hereof, each Stockholder owns of
record and beneficially, is the beneficial owner, or has the power to vote or
direct the voting of the number of shares of common stock (the "Parent Common
Stock"), par value $0.0001 per share, of Healtheon/WebMD Corporation, a Delaware
corporation ("Parent"), set forth opposite such Stockholder's name on Schedule A
hereto (such shares, together with any shares of Parent Common Stock acquired by
the Stockholder prior to the termination of this Agreement, being referred to
herein as the "Shares");
WHEREAS, Parent and the Company have entered into an Agreement
and Plan of Merger, dated as of February 13, 2000, and concurrently with the
execution of this Agreement, are entering into Amendment No. 1 to the Agreement
and Plan of Merger, dated as of June 18, 2000 (as so amended, the "Amended
Merger Agreement"; capitalized terms used and not otherwise defined herein shall
have the respective meanings assigned to them in the Amended Merger Agreement),
pursuant to which, upon the terms and subject to the conditions thereof, the
Company will be merged with and into Parent (the "Merger");
WHEREAS, Parent, Avicenna Systems Corporation ("Avicenna") and
CareInsite have entered into an Agreement and Plan of Merger, dated as of
February 13, 2000, and concurrently with the execution of this Agreement, are
entering into Amendment No. 1 to the Agreement and Plan of Merger, dated as of
June 18, 2000 (as so amended, the "Amended CareInsite Merger Agreement"),
pursuant to which, upon the terms and subject to the conditions thereof,
CareInsite will be merged with and into Avicenna; and
WHEREAS, as a condition to the willingness of Parent and the
Company to enter into the Amended Merger Agreement, and Parent and CareInsite to
enter into the Amended CareInsite Merger Agreement, the Company and CareInsite
have requested the Stockholders to agree, and, in order to induce the Company to
enter into the Amended Merger Agreement and CareInsite to enter into the Amended
CareInsite Merger Agreement, the Stockholders are willing to agree, to vote in
favor of adopting the Amended Merger Agreement, approving the Merger and issuing
additional shares of Parent Common Stock in the Merger and pursuant to the
Amended CareInsite Merger Agreement (the "Parent Proposals"), upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:
Section 1. Voting of Shares. Until the termination of this
Agreement in accordance with the terms hereof, each Stockholder hereby agrees
that, at the Parent
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Stockholders' Meeting or any other meeting of the stockholders of Parent,
however called, and in any action by written consent of the stockholders of
Parent, such Stockholder will vote all of its respective Shares (a) in favor of
the Parent Proposals and the other transactions contemplated by the Amended
Merger Agreement and by the Amended CareInsite Merger Agreement, (b) against any
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Parent under
the Amended Merger Agreement, the Amended CareInsite Merger Agreement or which
would result in any of the conditions to the Amended Merger Agreement or the
Amended CareInsite Merger Agreement not being fulfilled, and (c) in favor of any
other matter necessary to the consummation of the transactions contemplated by
the Amended Merger Agreement or the Amended CareInsite Merger Agreement and
considered and voted upon by the stockholders of the Parent. Each Stockholder
acknowledges receipt and review of a copy of the Amended Merger Agreement and
the Amended CareInsite Merger Agreement.
Section 2. Proxy. Each Stockholder, by this Agreement, does
hereby constitute and appoint the Company and CareInsite or either one of them,
or any nominee of either of them, with full power of substitution, as the
Stockholder's irrevocable proxy and attorney-in-fact to vote its Shares as
indicated in Section 1. Stockholder intends this proxy to be irrevocable and
coupled with an interest and will take such further action and execute such
other instruments as may be necessary to effectuate the intent of this proxy and
hereby revokes any proxy previously granted by him with respect to its Shares.
Section 3. Transfer of Shares. Each Stockholder represents and
warrants that it has no present intention of taking action to, prior to the
termination of this Agreement in accordance with the terms hereof, and shall
not, directly or indirectly, (a) sell, assign, transfer (including by operation
of Law), pledge, encumber or otherwise dispose of any of its Shares, (b) deposit
any of its Shares into a voting trust or enter into a voting agreement or
arrangement with respect to its Shares or grant any proxy or power of attorney
with respect thereto which is inconsistent with this Agreement, or (c) enter
into any contract, option or other arrangement or undertaking with respect to
the direct or indirect sale, assignment, transfer (including by operation of
Law) or other disposition of any Shares, except in each case (i) with the prior
written consent of the Company and CareInsite, which shall not be unreasonably
withheld or delayed if the percentage of outstanding voting common stock (on
both an actual outstanding and fully diluted, fully converted basis) entitled to
vote on the Parent Proposals covered by voting agreements substantially similar
to this Agreement is not reduced as a result of such sale, assignment, transfer
or other disposition or (ii) to an affiliate of the Stockholder, provided that
such affiliate agrees to be bound by the terms of this Agreement. The
restrictions on transfer in this Section 3 shall terminate upon the earlier of
the termination of this Agreement or January 22, 2001.
Section 4. Representations and Warranties of Stockholder.
Stockholder hereby represents and warrants to the Company and CareInsite,
severally and not jointly, with respect to itself and its ownership of its
Shares as follows:
(a) Such Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
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(b) Such Stockholder is the record or beneficial owner of its
Shares and such Shares are owned free and clear of any liens, claims,
charges, encumbrances or voting agreements and commitments of every
kind, other than this Agreement. Other than with respect to rights to
purchase Parent Common Stock granted under Parent's stock option plans,
agreements and arrangements or pursuant to warrants outstanding on the
date hereof, such Stockholder does not own or hold any rights to
acquire any additional Parent Common Stock or other securities of
Parent or any interest therein or any voting rights with respect to any
additional Parent Common Stock or any other securities of Parent.
(c) This Agreement has been duly executed and delivered by
such Stockholder.
(d) This Agreement constitutes the valid and binding agreement
of such Stockholder, enforceable against such Stockholder in accordance
with its terms except as such enforceability may be limited by
bankruptcy, insolvency or other similar requirements of Law affecting
the enforcement of creditor's rights generally and by general
principles of equity.
Section 5. Termination. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time (as defined in the Amended
Merger Agreement), (ii) the termination of the Amended Merger Agreement in
accordance with the terms thereof, or (iii) any further amendment to the Amended
Merger Agreement or the Amended CareInsite Merger Agreement; provided that the
provisions of Sections 6 through 14 (inclusive) of this Agreement shall survive
any termination of this Agreement; and provided further that no such termination
shall relieve any party of liability for a willful breach hereof prior to
termination.
Section 6. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
Section 7. Notices. (a) All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be sent
by an overnight courier service that provides proof of receipt, mailed by
registered or certified mail (postage prepaid, return receipt requested) or
telecopied to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
if to the Company:
Medical Manager Corporation
669 River Drive
Elmwood Park, New Jersey 07407-1361
Telephone: (201) 703-3400
Facsimile: (201) 703-3401
Attention: General Counsel
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with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
Facsimile: (212) 848-7179
Attention: Creighton O'M. Condon, Esq.
if to CareInsite:
CareInsite, Inc.
669 River Drive
Elmwood Park, New Jersey 07407-1361
Telephone: (201) 703-3400
Facsimile: (201) 703-3401
Attention: General Counsel
with a copy to:
Davis, Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 450-4800
Attention: John Bick, Esq.
if to the Stockholders:
At the address set forth opposite such Stockholder's name on
Schedule A
with a copy to:
Alston & Bird LLP
1211 East Morehead Street
Charlotte, North Carolina 28204
Telephone: (704) 331-6000
Facsimile: (704) 334-2014
Attention: H. Bryan Ives III
C. Mark Kelly
(b) Notices of changes of address shall be effective only upon
receipt.
5
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Section 8. Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
Section 9. Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
Section 10. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
Law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated by this Agreement is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated by this Agreement be consummated as originally contemplated to the
fullest extent possible.
Section 11. Assignment; Binding Effect; Benefit. (a) Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto (whether by operation of Law or
otherwise) without the prior written consent of the other parties.
(b) This Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their respective successors and permitted
assigns, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
Section 12. Governing Law; Forum. (a) This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware
applicable to contracts executed in and to be performed in that state.
(b) Each of the parties hereto irrevocably agrees that all
legal actions or proceedings with respect to this Agreement shall be brought and
determined in the courts of the State of Delaware or in the United States
District Court for the State of Delaware, and each of the parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the jurisdiction
of the aforesaid courts. Each of the parties hereto hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (i) any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason other than the failure to serve process in accordance with
applicable Law, (ii) that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts and (iii) to the fullest extent permitted by applicable Law, that (A) the
suit, action or proceeding in any such court is brought in an inconvenient
forum, (B) the venue of such suit, action or proceeding is improper and (C) this
Agreement, or the subject matter hereof, may not be enforced in or by such
courts.
6
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Section 13. Counterparts. This Agreement may be executed and
delivered in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed
to be an original but all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
Section 14. WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND
CAREINSITE AND EACH STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE
COMPANY, CAREINSITE AND THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT THEREOF.
7
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
QUINTILES TRANSNATIONAL CORP.
/s/ Dennis B. Gillings
---------------------------------
By: Dennis B. Gillings
Its: Chief Executive Officer
Agreed and Acknowledged:
MEDICAL MANAGER CORPORATION
/s/ Charles Mele
--------------------------------
By: Charles Mele
Its: Executive Vice President - General Counsel
CAREINSITE, INC.
/s/ David C. Amburgey
---------------------------------
By: David C. Amburgey
Its: Senior Vice President - General Counsel
8
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SCHEDULE A
STOCKHOLDERS
--------------------- -------------------------- ------------------------------
NAME OF STOCKHOLDER ADDRESS NUMBER OF SHARES OF PARENT
COMMON STOCK OWNED OF RECORD
AND BENEFICIALLY
--------------------- -------------------------- ------------------------------
Quintiles 4709 Creekstone Drive 35,000,000
Transnational Corp. Riverbirch Building,
Suite 200
Durham, NC 27703-8411
--------------------- -------------------------- ------------------------------
--------------------- -------------------------- ------------------------------
